changes in general economic and business conditions

EX-10.31.1 16 a95908exv10w31w1.txt EXHIBIT 10.31.1 EXHIBIT 10.31.1 FIRST AMENDMENT TO THE REFERRAL AGREEMENT This First Amendment to the Referral Agreement (" First Amendment") is made effective as of March __, 2003, by and between WFS Financial Inc, a California corporation ("WFS"), and Western Financial Bank, a federally chartered bank ("WFB"), and hereby amends the Referral Agreement ("Agreement") entered into by the parties on September 16, 2002 with reference to the following: RECITALS WHEREAS, the parties have entered into the Agreement on September 16, 2002; WHEREAS, the parties desire to amend the Agreement to remove WestFin Insurance Agency as a party to the Agreement; and WHEREAS, the parties further desire to amend the Agreement to supercede Exhibit A to the Agreement with Exhibit A-1, attached hereto, in order to remove any referrals to WestFin Insurance Agency. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and in reliance upon the recitals set forth above, the Agreement is amended as follows: AGREEMENT 1. WestFin Insurance Agency is hereby removed as a party to the Agreement. 2. Exhibit A to the Agreement is hereby superceded by Exhibit A-1, attached hereto in order to remove any referrals to WestFin Insurance Agency. 3. Except as specifically amended herein, all terms of the Agreement shall remain in full force and effect. 4. Capitalized terms not defined herein shall have the meanings set forth in the Agreement. Wherefore, the undersigned have executed this First Amendment on the date set forth below to be effective as of the date first set forth above. WFS FINANCIAL INC WESTERN FINANCIAL BANK - ----------------------------------- ---------------------------------- Mark Olson, Senior Vice President Lee Whatcott, Controller Senior Executive Vice President Chief Financial Officer Chief Operating Officer EXHIBIT A-1
- ------------------------------------------------------------------------------------------ REFERRING PARTY USING PARTY PURPOSE REFERRAL FEE PAYABLE - ------------------------------------------------------------------------------------------ WFS WFB Checking Account $25 Monthly - ------------------------------------------------------------------------------------------ WFS WFB Money Market Account $25 Monthly - ------------------------------------------------------------------------------------------ WFB WFS Origination of Consumer $250 per funded Monthly Auto Loans (applicable to loan National Business Centers Only) - ------------------------------------------------------------------------------------------ WFS WFB Credit Card Fees related WFB 51.94% Quarterly to First USA Agent Banks WFS 48.06% - ------------------------------------------------------------------------------------------